half-year financial report june 30, 2016€¦ · p a g e | -5 - half-year financial report, june...

Half-Year Financial Report

June 30, 2016 MEDIAN Technologies SA

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Half-Year Financial Report, June 30, 2016

1. CONTENTS

1. Contents ........................................................................................................................................................... - 2 -

2. Presentation of the group ................................................................................................................................ - 3 -

3. Half-year Management Report ........................................................................................................................ - 7 -

4. Condensed consolidated Half-year Financial Statements ................................................................................ - 9 -

5. Declaration by the person responsible for the consolidated financial statement ......................................... - 31 -

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2. PRESENTATION OF THE GROUP

General Presentation

MEDIAN Technologies develops and markets advanced medical imaging software and services for oncology practices, while offering services geared to optimizing the use of medical imagery for diagnosing and monitoring cancer patients.

Based on industrial and research partnerships, and on its presence in imaging departments of major cancer centers and health care institutions worldwide, the Company provides innovative and enabling solutions for image interpretation and management, targeted to:

The oncology clinical trials market; The cancer patient care market.

The Group currently has a staff of 87 highly skilled individuals who are committed to the Company’s mission of making a dramatic impact on cancer care

and research. More than half of the staff works in R&D and service-related activities. The team includes scientists and engineers from a variety of backgrounds specialized in image processing, data management, project management, business development, and regulatory compliance in clinical drug development and medical devices.

Since its inception, the Company’s headquarters have been located in the Sophia Antipolis Science and Technology Park on the French Riviera, which offers health care companies an unparalleled scientific and industrial setting.

The Company has a strong international expansion plan, and currently also operates in the US through its subsidiary, MEDIAN Technologies, Inc.

History of the company

2002 - MEDIAN Technologies is founded in Sophia-Antipolis, France. Until 2007, MEDIAN enriches its technology, notably by working with research laboratories specialized in medical imaging.

2007 - The software-based tools developed by the Company are integrated into a clinical applications portfolio, Lesion Management Solutions (LMS). LMS applications are first marketed in Europe, then in the US following regulatory clearance from the FDA.

2011 - This is a pivotal year for MEDIAN. The Company deploys a new set of services specifically adapted to image management during clinical trials in

oncology: Clinical Services based on the core technology of LMS applications.

2011 - The Company's shares are admitted to trading on the NYSE Alternext in Paris by direct listing with a reference price of €8.05.

2014 - Capital increase of €20 million via private placement of 2,222,222 new shares at €9 per share with 13 foreign institutional investors led by New Enterprise Associates (NEA)..

2015 - Capital increase of €19.8 million via private placement of 1,650,000 new shares at €12 per share with seven foreign institutional investors led by Abingworth.

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History of fundraising since the Company’s stock exchange flotation

Date Historical recordNumber of

shares

Share capital

(in €)

Fund raising

(in €)

Share capital prior to listing 4 349 482 217 474,10 €

Year 2011

- Capital increase in cash (Following this capital increase, the Company's shares were

admitted on the NYSE Alternext in Paris according to the principles of a direct listing with

a reference price of €8.05 per share);

- Shares issued following the exercice of founder's share warrants;

- Subscription of new shares in the company by Canon Inc. (15%);

- The Company issued 1 B preference share.

1 468 336 73 416,80 € 12 012 675,05 €

Year 2012- Shares issued following the exercice of founder's share warrants;

- Two Mutual Funds for Innovation managed by OTC Asset Management subscribed new

shares.

84 500 4 225,00 € 821 200,00 €

Year 2013Six Mutual Funds for Innovation were signed totaling 132,132 new shares at €10.60 per

share.132 132 6 606,60 € 1 400 599,20 €

Year 2014

- Capital increase in cash and conversion of the two current accounts mentioned through

the issue of 2,222,222 shares with attached equity warrants priced at €9 per share, of

which €0.05 is nominal value and €8.95 share premium.

- Shares issued following the exercice of founder's share warrants.

2 226 642 111 332,10 € 20 018 562,00 €

Jun-15

The Company issued 6,000 E preference shares following the exercise of 30,000 founder's

share warrants. These shares were issued at a price of €4.20 per share representing a

nominal value of €0.05 and €4.15 of share premium.

6 000 300,00 € 25 200,00 €

Jul-15

The Company issued 55,555 new shares following the exercise of 111,110 warrants.

These shares were issued at a unit price of €9.00 including €0.05 of nominal value and

€8.95 of share premium for a total amount of €499,995.00 including €2,777.75 of nominal

value and €497,217.25 of share premium. The Board of Directors recorded the

completion of the capital increase on October 1, 2015.

55 555 2 777,75 € 499 995,00 €

Jul-15

The Board of Directors of MEDIAN Technologies used the delegation of authority granted

by the Extraordinary Shareholders Meeting on June 18, 2015, to carry out a capital

increase via private placement with shareholders' preferential subscription rights waived

for a total of €19,800,000, or 1,650,000 shares for a subscription price of €12.00 each,

including a share premium of €11.95. The completion of the capital increase was

recorded on July 15, 2015.

1 650 000 82 500,00 € 19 800 000,00 €

Oct-15

The Board of Directors of October 1st, 2015 recorded the issue of 10,183 new shares,

following the exercise of 10,183 warrants. These shares were issued at a unit price of

€8.05 including €0.05 of nominal value and €8.00 of share premium for a total amount of

€81,973.15 including €509.15 of nominal value and €81,464.00 of share premium.

10 183 509,15 € 81 973,15 €

Dec-15

The Board of Directors of December 14th,2015 recorded the issue of 31,587 shares,

following the exercise of 31,587 warrants, were issued at a unit price of €8.05 including

€0.05 of nominal value and €8.00 of share premium for a total amount of €254,275.35

including €1,579.35 of nominal value and €252,696.00 of share premium.

31 587 1 579,35 € 254 275,35 €

Dec-15

The Board of Directors of December 14th, 2015 recorded the issue of 1,000 shares,

following the exercise of 5,000 warrants, were issued at a unit price of €6.50 including

€0.05 of nominal value and €6.45 of share premium for a total amount of €6,500.00

including €50.00 of nominal value and €6,450.00 of share premium.

1 000 50,00 € 6 500,00 €

Apr-16

The Board of Directors of April 7th, 2016 recorded the issue of 32,541 new shares,

following the exercise of 32,541 warrants (700 issued on December 2015). These shares

were issued at a unit price of €8.05 including €0.05 of nominal value and €8.00 of share

premium for a total amount of €261,955.05 including €1,627.05 of nominal value and

€260,328.00 of share premium.

32 541 1 627,05 € 261 955,05 €

April and May

2016

On the second quarter 2016 the Company recorded the issue of 29,776 new shares,

following the exercise of 29,776 warrants. These shares were issued at a unit price of

€8.05 including €0.05 of nominal value and €8.00 of share premium for a total amount of

€239,696.80 including €1,488.80 of nominal value and €238,208.00 of share premium.

29 776 1 488,80 € 253 096,00 €

Jun-16

The Company issued 6,600 E preference shares following the exercise of 33,000 founder's

share warrants. These shares were issued at a price of €4.20 per share representing a

nominal value of €0.05 and €4.15 of share premium.

6 600 330,00 € 27 720,00 €

Share capital as of June 30, 2016 10 084 334 504 216,70 €

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Shareholding structure as of June 30, 2016

Non-nominative information as at June 16, 2016 (last OEGM date).

History of issue of BSPCE, Stock-options and Warrants

1. Summary table

3/10/2009 186,256 5/20/2010 170,000 3/9/2019 120,000 5,000 - 115,000 23,000 6.50 1,150.00

12/7/2009 1,061,309 12/7/2009 1,061,309 12/6/2019 749,329 - 33,000 716,329 143,266 4.20 7,163.29

4/1/2011 100,000 4/1/2011 99,950 3/31/2021 74,950 - - 74,950 14,990 6.50 749.50

5/18/2011 200,000 6/8/2011 149,952 5/17/2016 89,982 28,365 61,617 - - 8.05 -

BSPCE 1,547,565 1,481,211 1,034,261 33,365 94,617 906,279 181,256 9,062.794/1/2011 100,000 4/1/2011 5,000 - - - - - - -

12/15/2011 60,000 12/14/2018 60,000 - - 60,000 60,000 9.00 3,000.00

7/5/2012 34,000 7/4/2019 31,000 - - 31,000 31,000 10.00 1,550.00

4/5/2012 200,000 7/5/2012 5,970 7/4/2019 5,970 - - 5,970 5,970 10.00 298.50

10/3/2013 10,000 10/2/2020 10,000 - - 10,000 10,000 10.60 500.00

Stock Options 300,000 114,970 106,970 - - 106,970 106,970 5,348.503/10/2009 24,609 3/10/2009 24,609 3/10/2019 24,609 - - 24,609 24,609 6.50 1,230.45

4/5/2012 1,145,196 4/5/2012 1,145,196 12/31/2018 1,145,196 1,145,196 - - - 11.875 -

4/5/2012 1 4/5/2012 ND 12/31/2018 ND ND - ND ND 11.875 -

6/6/2013 60,000 6/6/2013 60,000 12/31/2020 60,000 - - 60,000 60,000 8.04 3,000.00

6/6/2013 20,000 6/6/2013 20,000 12/31/2020 20,000 - - 20,000 20,000 8.04 1,000.00

12/24/2013 117,508 12/24/2013 117,508 12/31/2016 117,508 - - 117,508 117,508 8.51 5,875.40

9/29/2014 2,222,222 9/30/2014 2,222,222 9/29/2021 2,111,112 - - 2,111,112 1,055,556 9.00 52,777.80

Warrants 3,589,536 3,589,535 3,478,425 1,145,196 - 2,333,229 1,277,673 63,883.65

Total 1,565,899 78,294.94

Number of

securities

exercised

Number of

securities valid

not exercised

Number of

corresponding

shares

Exercise price

per share

Date of the

General

Meeting

Number of

authorised

securities

Grant date of

securities

Number of

securities

allocated

Exercise limit

date

Number of

securities valid

and non

exercised at

December 31,

2015

Number of

securities

cancelled / non

subscribed

Half-Year 2016

Potential

increase in

capital

(nominal)

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2. History

Warrants Historical recordSubscription

Date

Expiry

Date

"2009- A Warrant"

NVF Equity Limited signed a share warrant, for an amount of €16k, released in full by offsetting

debt in 2009. The warrant is exercisable at any time after completion of the issue for a 10-year

period ending March 10, 2019. The warrant entitles acquisition of 24,609 ordinary shares at an

exercise price of €6.50.

March-09 March-19

"2012 warrants"

Quintiles subscribed to 1,145,196 share warrants. The life term of the warrants expires December

31, 2018 and may be exercised only by offsetting with liquid and collectable receivables from the

Company that are due to Quintiles. Each warrant entitles the holder to acquire one ordinary

share in the Company at a price of €11.875 including share premium.

April-12

Agreement

April 21st, 2016

Warrants null

and avoid

"Warrant-

Adjustment"

Quintiles subscribed to one share warrant. The warrant may only be exercised once all 1,145,196

share warrants mentioned above, are exercised and if that exercise does not allow Quintiles to

attain a 15% holding of the Company's fully diluted capital. This share warrant entitles Quintiles

to subscribe to a number of shares allowing it to attain a 15% holding of the Company's fully

diluted capital. Subscribing for shares will be made only by offsetting liquid and collectable

receivables from the Company that are due to Quintiles. The warrant entitles acquisition of new

ordinary shares in the Company at a price of €11.875 including share premium.

April-12

Agreement

April 21st, 2016

Warrants null

and avoid

"2013 warrants"

The General Meeting on June 6, 2013 decided to issue 80,000 securities giving access to capital

having the characteristics of equity warrants (2013 warrants). Each 2013 warrant was subscribed

at a price of €0.80. The funds for this subscription were released in the second half of 2013. The

unit price of exercising the 2013 warrants is the average price during the 40 trading days

preceding the June 6, 2013 General Meeting, or €8.04 per share. The life term of these warrants

expires December 31, 2020.

June-13 December-20

"BSA-2013"

The exercise of all 117,508 2013 warrants, decided by the Board of Directors in December 2013,

will result in a capital increase totaling €6k corresponding to the issue of 117,508 new Company

shares. These warrants are exercisable at any time after the completion of the issuance, expiring

December 31, 2016.

December-13 December-16

"2014 - warrants"

The General Meeting of September 29, 2014 decided that the issue of 2,222,222 warrants would

result in a capital increase of up to €56k by the issue of 1,111,111 ordinary Company shares, with

a nominal value of €0.05 each at the rate of two warrants exercised for one new share. The

exercise price per share is €9 issue premium included.

September-14 September-21

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3. HALF-YEAR MANAGEMENT REPORT

The figures and information presented are now based on the Group’s consolidated financial statements, voluntarily established in accordance with IFRS as adopted by the European Union. Previously, the company

presented the half-year financial statements of the French entity.

Management report for H1 2016

GROUP ACTIVITIES

Group revenue for the first half of 2016 totaled €2,910k, against €1,436k for H1 2015, an increase of 103%. Revenue continued to climb, confirming management’s goals through the continued performance of clinical trials agreements signed in previous years with pharmaceutical groups and biotechnology companies. The clinical trials business now accounts for more than 98% of the Company’s business.

A recent highlight of this activity was the signature of a new three-year collaboration agreement with the world’s leading CRO (Contract Research Organization). This new agreement, signed May 3, 2016, is an extension of the earlier agreement of February 6, 2012.

This renewal includes an amendment of the terms of compensation of the CRO for business brought to MEDIAN Technologies. The new terms are better suited to the context and the results of a collaboration that is now in its fifth year.

The initial agreement provided for this partner, in the event it exercised the stock options and warrants issued to it (exercisable only by offsetting receivables), to hold up to 15% of the share capital of MEDIAN Technologies. In the agreement of May 3, 2016, both parties decided to put an end to this arrangement. Since the partner had never exercised the aforementioned stock options and warrants, it was decided by mutual agreement to cancel them altogether.

MEDIAN Technologies also intends to pursue its activities:

Developing a first CBIR prototype specifically adapted to medical imaging using Big Data methodology allowing the automatic broadband extraction and the indexation in databases of biomarkers extracted from the images. The project was renamed iBiopsy™, (Imaging BIOmaker Phenotyping System) and was also the object of a strategic partnership with Microsoft France, to take advantage of Big Data processing capacities offered by Microsoft’s Azure platform.

Diversifying its offer and by investing on a range of

innovative Screening/Monitoring services enabling it to respond to the launch of national lung cancer screening programs. Advanced discussions continue in 2016 and should lead to initial international partnership agreements on these projects in the coming months.

Diversifying from its current focus on Oncology towards other therapeutic areas.

Thus, in light of all these activities, the Group has begun its strategic expansion by restructuring all of its departments (Marketing, Commercial, Project Management, R&D, General Administration and Services) in France and in the United States.

As a result of all these projects, on June 30, 2016, the Group had 87 employees, compared to 57 on June 30, 2015. Personnel expenses totaled €3,810k against €2,632k a year ago.

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Finally, an operating loss €3,634k was recorded for H1 2016 against a loss of €2,553k for H1 2015. This increase results from the company’s restructuring as well as from its movement into new activities.

The net loss for H1 2016 came to €3,657k, against a loss of €2,475k in H1 2015.

FUTURE PROSPECTS

The Company’s order book, including projects awarded and agreements signed, amounted to €21 million at June 30, 2016, against €18 million at June 30, 2015, a 14% increase year-on-year. The Group expects revenue to increase significantly in the coming years, especially in the field of clinical trials for which pharmaceutical groups and biotech companies entrust to us their imaging component.

MEDIAN Technologies also expects to see continued growth in the United States and in Asia. The first half of 2016 saw significant strengthening of the US subsidiary, MEDIAN Technologies Inc., as detailed in a press release on May 12, 2016. This development is ongoing.

The expansion of the partnership with START, an organization that conducts the world’s largest Phase I medical oncology program (see press release of June 28, 2016), will enable MEDIAN to continue positioning itself as a leader in providing solutions and services in oncology imaging for clinical trials.

Meanwhile, the extension of imaging services for clinical trials to other therapeutic areas besides oncology will open a much wider market for MEDIAN while meeting the needs of current customers who are not exclusively positioned in oncology.

Consolidated Financial Statements (IFRS Standards)

We remind you that, although it is under no legal obligation to do so, according to the commitments made by the Company under the “Subscription Agreements” concluded on August 19, 2014 and July 2, 2015, the Company has prepared the consolidated financial statements according to IFRS. From now on, the half-year financial report will be prepared on the basis of the consolidated financial statements.

Significant events since June 30, 2016

REASSESSMENT PROPOSAL FROM THE TAX AUTHORITIES

In July 2016, the Company received a reassessment proposal from the tax authorities following an accounting audit of the years 2013 and 2014 for corporate income tax and over a period extended to September 30, 2015 for tax on revenues. On June 30, 2016, the Company provisioned €20k for this assessment.

ALLOCATION OF FREE SHARES

The Board of Directors, at its meeting of 2July 2, 2016 decided to allocate of 325,045 shares (the AGA 2016). The vesting and holding periods of are as follows:

162,523 free shares (the "AGM 2016 A"): a one-year vesting period from the date of allocation of the free shares and with a holding period of one year following the vesting period.

162,522 free shares (the "AGA 2016 B "): a two-year vesting period from the date of allocation of the free shares with a holding period of one year following the vesting.

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4. CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS

The figures and information presented are now based on the Group’s consolidated financial statements, voluntarily established in accordance with IFRS as adopted by the European Union. Previously, the company

presented the half-year financial statements of the French entity.

Consolidated Statement of Financial Position

Notes 06/30/2016 12/31/2015

Intangible assets 3 235 213

Tangible assets 4 328 255

Non-current financial assets 189 114

Total non-current assets 752 583Inventories 3 7

Trade and other receivables 5 2,019 1,454

Current financial assets 6 72 91

Other current assets 7 1,743 1,141

Cash and cash equivalents 8 26,551 30,273

Total current assets 30,388 32,966

31,140 33,549TOTAL ASSETS

ASSETS (in thousands of euros)

Notes 06/30/2016 12/31/2015

Share capital 9 504 501

Share premiums 9 31,899 31,379

Consolidated reserves (5,649) (34)

Unrealized foreign exchange differences (51) (76)

Net result (3,657) (5,527)

Total shareholders' equity 23,046 26,243

Of which the group share 23,046 26,243Long and medium-term borrowings 11 - 314

Employee benefits liabilities 10 508 367

Deferred tax liabilities 12 391 440

Non-current other liabilities 14 1,377 1,454

Total non-current liabilities 2,276 2,575Short-term financial debts 11 990 1,116

Trade and other payables 13 4,808 3,582

Current provisions 20 34

Total current liabilities 5,818 4,732

TOTAL LIABILITIES 31,140 33,549

Liabilities (in thousands of euros)

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Consolidated Income Statement

Consolidated statement of Other Comprehensive Income (OCI)

06/30/2016 06/30/2015(6 months) (6 months)

Revenue 15 2,910 1,436

Other income 10 -

Revenue from ordinary activities 2,920 1,436Purchases consumed (48) (18)

External costs 18 (2,560) (1,268)

Taxes (73) (42)

Staff costs 16 (3,810) (2,632)

Allowances net of amortization, depreciation and provisions (63) (31)

Other operating expenses (2) -

Other operating income 3 3

Operating result (3,634) (2,553)

Cost of net financial debt (17) (12)

Other financial charges (85) (52)

Other investment income 65 150

Net financial result 19 (37) 86

Income tax (expense) 20 14 (8)

Net result (3,657) (2,475)

Net result, group share (3,657) (2,475)

Net result, non-controlling interests' share - -

Net result , Group share of basic and diluted earnings per share 21 (0.36) (0.30)

Consolidated income statement

(In thousands of euros)Notes

06/30/2016 06/30/2016

(6 months) (6 months)

NET RESULT (3,657) (2,475)

Unrealized foreign exchange differences 25 (22)

Total items that may be reclassified 25 (22)

Actuarial gains and losses on defined benefits plans (107) 31

Deferred taxes on actuarial gains and losses 36 (10)

Total items that will not be reclassified (71) 21

OVERALL RESULT (3,703) (2,476)

OTHER COMPREHENSIVE INCOME (In thousands of euros) Notes

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Consolidated Statement of Changes in Equity

Share

issue

premium

Equity

warrants

Total

share

premiums

Treasury

stock

Consolidate

d reserves

Other

comprehen

sive

income.

Total

consolidate

d reserves

1/1/2015 413 47,550 80 47,630 (154) (31,329) (56) (31,539) 13 (4,480) 12,037

Appropriation of the result prior period (4,480) (4,480) 4,480 -

Capital increase 9 88 19,391 19,391 - 19,479

Attribution of equity warrants - -

Change in unrealized foreign exchange differences - (88) (88)

Variation in actuarial differences net of deferred taxes 11 11 11

Result for current period - (5,527) (5,527)

Share-based payments 299 299 299

Treasury shares 32 32 32

Set off the accumulated losses to the "share premium" (35,642) (35,642) 35,642 35,642 -

12/31/2015 501 31,299 80 31,379 (122) 133 (45) (34) (76) (5,527) 26,243

Appropriation of the result prior period (5,527) (5,527) 5,527 -

Capital increase 9 3 520 520 - 524

Attribution of equity warrants - -

Change in unrealized foreign exchange differences - 25 25

Variation in actuarial differences net of deferred taxes (71) (71) (71)

Result for current period - (3,657) (3,657)

Share-based payments 2 2 2

Treasury shares (18) (18) (18)

06/30/2016 504 31,819 80 31,899 (141) (5,392) (116) (5,649) (51) (3,657) 23,046

Consolida

ted resultTotal

Group shareholders Equity

(in thousands of euros)Note

Share

capital

Share premiums Consolidated reserves Translation

reserves

- Other

comprehen

sive income

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Consolidated Statement of Cash Flows

06/30/2016 12/31/2015 06/30/2015(6 months) (12 months) (6 months)

CONSOLIDATED NET RESULT (3,657) (5,527) (2,475)Allowances net of amortization, depreciation and provisions 65 96 38

Gains and losses on disposals - - -

Cost of net financial debt 9 15 13

Tax charge for the period , including deferred tax (14) 1 8

OPERATING CASH FLOW (3,596) (5,415) (2,416)

Changes in operating working capital requirement 157 1,651 2

Net cash flow from operating activities (3,439) (3,764) (2,415)Outflows on acquisitions of intangible assets (47) (224) (58)

Outflows on acquisitions of tangible assets (257) (89) (59)

Inflows on disposal of tangible and intangible assets 1 1 -

Outflows on acquisitions of financial assets (74) (122) (9)

Inflows on disposal of financial assets 18 - 3

Net cash flow from investing activities (358) (433) (122)Capital increase or contributions 524 19,479 25

Contribution to the current account - - -

Repayment of loans (449) (726) (486)

Net cash flow from financing activities 75 18,753 (461)

Net change in cash and cash equivalents (3,723) 14,556 (2,998)

Cash and cash equivalents at start of the period 8 30,273 15,718 15,718

Cash and cash equivalents at end of the period 8 26,551 30,273 12,720

Consolidated Statement of Cash Flows

(In thousands of euros)Notes

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Notes to the consolidated financial statements prepared according to IFRS

PRESENTATION OF THE CORE BUSINESS AND MAJOR EVENTS

1 – INFORMATION ON THE GROUP AND ITS BUSINESS

MEDIAN Technologies ("the Company") is a limited Company with Board of Directors created in 2002 and based in

France. The Company's registered office is located at Les Deux Arcs - 1800 route des Crêtes - 06560 Valbonne.

The main areas of activity of the Company and its subsidiary (together referred to as "the Group") are software

publishing and supply of services in the field of medical imaging in oncology. The Group develops and markets

software solutions and provides services to optimize the operation of medical images for diagnosis and monitoring

of cancer patients.

The Company has been listed on the Paris Alternext market since 2011.

2 –MAIN EVENTS OF THE PERIOD

On the first half 2016, the Company recorded the issue of 31,841 new shares, following the exercise of 31,841

warrants. These shares were issued at a unit price of €8.05 including €0.05 of nominal value and €8.00 of share

premium for a total amount of €256,320.05 (of which €1,592.05 of nominal value and €254,728.00 of share premium.

The Board of Directors of 7 April 2016 recorded the capital increase for a total amount of €1,627.05 by the issue of

32,541 new shares, including 700 shares issued on December 14, 2015. 32,541 new shares were issued, following

the exercise of 32,541 warrants.

On the second quarter 2016, the Company issued 29,776 new shares following the exercise of 29,776 warrants. These

shares were issued at a unit price of €8.05 including €0.05 of nominal value and €8.00 of share premium for a total

amount of €239,696.80 including €1,488.80 of nominal value and €238,208.00 of share premium. The Board of

Directors of 2July 2, 2016 recorded the capital increase.

In June 2016, the Company issued 6,600 Class E shares following the exercise of 33,000 founder's share warrants.

These shares were issued at a price of €4.20 per share representing a nominal value of €0.05 and €4.15 of share

premium for a total amount of €27,720.00 including €330.00 of nominal value and €27,390.00 of share premium.

The Board of directors of 2July 2, 2016 recorded the completion of the capital increase.

In May, 2016, the Company signed two new agreements with the Quintiles Company:

The first agreement supersedes the agreement of February 2012 concerning the issue of the 2012 warrant

as well as of the “Adjustment Warrant.” This agreement also provides for the Quintiles’ waiver of its right

to be paid commissions due by the Company from February 16, 2012 until December 31, 2015.

The second agreement, signed for three years, extends the agreement of February 16, 2012. This renewal

includes an amendment to the terms of compensation for business brought by Quintiles which is better

suited to the context and results of a collaboration that is now in its fifth year.

In May, 2016, the company received an audit notice URSSAF concerning the periods from 2013 to 2015.

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ACCOUNTING PRINCIPLES, VALUATION METHODS, IFRS OPTIONS ADOPTED

1 – PRINCIPLES IN THE PREPARATION OF THE CONDENSED HALF-YEAR FINANCIAL STATEMENTS

The Group's consolidated financial statements were voluntarily established in accordance with IFRS (International Financial Reporting Standards) as adopted by the European Union and available on the European Commission's website at:

(http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm)

These half-year financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting, as adopted by the European Union. They do not include all the information necessary for a complete set of financial statements under IFRS. They do, however, include a selection of notes explaining the significant events and transactions in order to understand the changes in the Group's financial position and performance since the last annual consolidated financial statements for the year ended December 31, 2015.

The Group's presentation currency is the euro. Unless otherwise indicated, the half-year financial statements are presented in thousands of euros, with all values rounded to the nearest thousand.

These condensed consolidated financial statements have been prepared under the responsibility of the Board of Directors, which approved them on October 6, 2016.

2 –SIGNIFICANT ACCOUNTING POLICIES

The accounting methods applied in the condensed consolidated half-year financial statements are identical to those

used by the Group in the IFRS consolidated financial statements for the year ended December 31, 2015, with the

exception of the standards, amendments and interpretations applicable for the first time as of January 1, 2016:

Main standards, amendments and interpretations with mandatory application as of January 1, 2016

Amendments to IAS 1 - Disclosure Initiative

Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortization

Amendments to IAS 19 - Employee Contributions

Annual improvements 2010-2012

Annual improvements 2012-2014

These interpretations have no material impact on the condensed consolidated half-year financial statements of June

30, 2016.

P a g e | - 15 -


Main standards, amendments and interpretations published by the IASB with non-mandatory application in the EU

from January 1, 2016

The Group has not applied these standards, amendments and interpretations in advance to the consolidated financial

statements of June 30, 2016 and considers that they should not have a material impact on its results and financial

position.

Amendments to IAS 7 - Disclosure Initiative

Amendments to IAS 12 - Recognition of Deferred Tax Assets for Unrealized Losses.

Main standards, amendments and interpretations published by the IASB - not yet applicable in the EU as of January

1, 2016

In 2016, the main standards published but not yet subject to compulsory application and not yet approved by the

European Union are:

IFRS 9 - Financial Instruments

IFRS 15 - Revenue from Contracts with Customers

IFRS 16 - Leases

Amendments to IFRS 15 - Clarifications

Amendments to IFRS 2 – Classification and valuation of share-based transactions. The impact of these standards and amendments on the results and the financial position of the Group is being

evaluated.

3 – USE OF JUDGMENTS AND ESTIMATES

To prepare the consolidated half-year financial statements, the Group has made estimates, judgments and

assumptions; these could affect the reported amounts of assets and liabilities and contingent liabilities at the date

of preparation of the consolidated half-year financial statements and the reported amounts of revenues and

expenses for the year.

Significant judgments exercised by management to apply the Group's accounting policies and the main sources of

uncertainty for estimates are similar to those affecting the consolidated financial statements for the year ended

December 31, 2015.

Consolidated financial statements include the Company’s accounts and those of its subsidiary in which the Company

directly exercises exclusive control.

4 – SCOPE OF CONSOLIDATION

There were no material changes in the scope of consolidation in the first half of 2016.

P a g e | - 16 -


INTANGIBLE ASSETS

Intangible assets consist primarily of purchased software licenses. The changes in the balances of the period were as

follows:

TANGIBLE ASSETS

The changes in the balances over the period were as follows:

Acquisitions of property, plant and equipment in the first half of 2016 concern essentially the fitting out of a server room and the acquisition of a new server for a total of €79k.

Intangible Assets

(In thousands of euros)Gross Value

Depreciation

and amort.Net value Gross Value

Depreciation

and amort.Net value

Patents, licenses, brands 884 (780) 104 854 (749) 105

Other intangible assets 131 - 131 113 (5) 108

Total 1,015 (780) 235 967 (754) 213

06/30/2016 12/31/2015

Intangible Assets


Depreciation


Depreciation

and amort.Net value

Opening Balance 967 (754) 213 743 (730) 13

Additions 47 - 47 224 - 224

Terminated, discarded - - - - - -

Changes in depreciation and amortization - (26) (26) - (23) (23)

Effects of exchange fluctuations - - - 1 (1) (0)

Closing balance 1,015 (780) 235 967 (754) 213

06/30/2016 12/31/2015

Tangible Assets


Depreciation


Depreciation

and amort.Net value

Construction, planning 94 (46) 48 79 (42) 38

Tangible assets under construction 811 (531) 280 703 (485) 218

Total 905 (577) 328 783 (527) 255

06/30/2016 12/31/2015

Tangible Assets


Depreciation


Depreciation

and amort.Net value

Opening Balance 783 (527) 255 560 (465) 94Additions 125 - 125 221 - 221

Terminated, discarded (1) (1) (2) (3) 2 (1)

Changes in depreciation and amortization - (50) (50) - (60) (60)

Effects of exchange fluctuations (1) - (1) 4 (4) 0

Closing balance 905 (577) 328 783 (527) 255

06/30/2016 12/31/2015

P a g e | - 17 -


TRADE AND OTHER RECEIVABLES Trade and other receivables are as follows:

The fair value of trade and other receivables is equivalent to the carrying value as they are due within less than one

year.

The balance of trade receivables at June 30, 2016 remains relatively stable compared with December 31, 2015.

No risk of non-payment of receivables has been identified as of June 30, 2016. There is no provision for impairment

of trade receivables.

Other receivables as at June 30, 2016 consisted primarily of deductible value-added tax.

The maturity of trade receivables at June 30, 2016 was as follows:

The maturity of trade receivables at December 31, 2015 was as follows:

CURRENT FINANCIAL ASSETS

Current financial assets are as follows:

The Group has implemented a liquidity contract since its stock exchange flotation for a maximum of €250k. This

contract allows the share price to be regulated. The mobilized cash is immediately available if the service provider

agreement is terminated. The cash matures within one year.

Customers 1,196 1,079 117

Other receivables 822 375 447

Total 2,019 1,454 564

12/31/2015 VariationTrade receivables

(In thousands of euros)06/30/2016

Trade receivables

(In thousands of euros)Total Not yet due

1 to 30

days

30 to 60

days

60 to 90

days

+90

days

6/30/2016 1,196 896 266 14 9 10

Trade receivables

(In thousands of euros)Total Not yet due

1 to 30

days

30 to 60

days

60 to 90

days

+90

days

12/31/2015 1,079 979 40 11 10 39

Cash mobilized as part of the liquidity contract 72 91 (19)

Total 72 91 (19)

Current financial assets

(In thousands of euros)06/30/2016 12/31/2015 Variation

P a g e | - 18 -


OTHER CURRENT ASSETS

Other current financial assets are as follows:

The research tax credit eligible at June 30, 2016 corresponds to:

Proceeds from the research tax credit on expenses in H1 2016 amounted to €423k.

Proceeds from the research tax credit on expenses for FY 2015 amounted to €859k. The company received

payment of this receivable from the Public Treasury in H2 2016.

The Company has benefited from the research tax credit since its inception and this receivable is subject to

reimbursement by the tax authorities in the following fiscal period.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the end of the period are as follows:

The cash balance in euros and by currency at June 30, 2016 is broken down as follows:

Research tax credit 1,282 859 423

Export tax credit 40 - 40

Prepaid expenses 404 265 139

Miscellaneous 18 17 1

Total 1,743 1,141 602

Other current assets


Liquid assets 26,551 30,273 (3,722)

Total 26,551 30,273 (3,722)

Cash and cash equivalents


Euros 26,000 29,775 (3,775)

USD 551 498 53

Total 26,551 30,273 (3,722)

Cash and cash equivalents


P a g e | - 19 -


CAPITAL AND RESERVES

1 – SHARE CAPITAL AND SHARE PREMIUM

As at June 30, 2016 the Company’s share capital was made up of 10,084,334 shares distributed between:

10,067,313 ordinary shares with a nominal value of €0.05

10,420 Class E preference shares with a nominal value of €0.05

1 Class B preference share with a nominal value of €0.05.

The Class B preference share is reserved for an industrial investor shareholder. It entitles the latter to be represented

at all times by a director on the Company's Board of Directors. It is automatically converted into a common share if

certain statutory clauses are met.

Class E preference shares are non-voting but have the same financial rights as ordinary shares.

Changes that took place in the 2015 fiscal year and in H1 2016 are as follows:

Movements during fiscal years 2015 and 2016 are described in section “2.c History of fundraising since the Company’s

stock exchange flotation.”

2 – TREASURY SHARES

Under the liquidity contract, implemented following the stock exchange listing, the Group holds control shares and

makes gains or losses on disposal and redemption of the shares. These shares, and the effect of the gains and losses

on disposal and redemption of treasury shares, are deducted from consolidated reserves.

On December 31, 2015, 17,303 shares were cancelled and deducted from the consolidated reserves for a total

amount of €122k. The amount imputed in reserve of treasury shares takes into account the value of the shares as

well as the earnings or losses realized on the movements of these treasury shares.

Total at January 1, 2015 413 47,550 47,963 8,261,092

Increase in capital (exercise of BSPCE) Q2/2015 0 25 25 6,000

Total at June 30, 2015 413 47,575 47,988 8,267,092 Increase in capital 83 19,718 19,800 1,650,000

Costs of increase in capital - (1,195) (1,195) -

Increase in capital (exercise of Warrant) 3 497 500 55,555


Allocate the retained earnings (EGM 11/30/2015) - (35,642) (35,642) -

Increase in capital (exercise of BSPCE) as of 12/10/2015 2 259 261 32,587

Increase in capital (exercise of BSPCE) 12/14/2015 0 6 6 700

Total at December 31, 2015 501 31,299 31,800 10,016,117 Increase in capital (exercise of BSPCE) Q1/2016 2 255 256 31,841


Increase in capital (exercise of BSPCE) June 2016 0 27 28 6,600

Total at June 30, 2016 504 31,819 32,324 10,084,334

Capital

(In thousands of euros)Capital

Share

premiumsTotal

Number of

shares

P a g e | - 20 -


On June 30, 2016, 18,833 shares were cancelled and deducted from the consolidated reserves at a total value of

€141k. The amount imputed in reserve of treasury shares takes into account the value of the shares as well as the

earnings or the losses realized on the movements of these treasury shares.

These treasury shares are not intended to be allocated to employees within the framework of the free share

allocation plan but are intended to regulate the share price under the liquidity contract.

As of June 30, 2016, the company held no other cancelled treasury shares.

3 –SHARE OPTIONS

Using the authorization granted by several general meetings, the Board of Directors issued the share options plans

described in Chapter ”2.e History of issue of BSPCE, Stock-options and Warrants”.

The overall impact of share based payments is presented in Note 17. The financial instruments concerned by the

payment based on actions are stock option plans and warrants attributed on April 5, 2012.

On April 5, 2012, the Company's shareholders allocated to Quintiles free warrants with the following characteristics:

1,145,196 share subscription warrants with each warrant granting the right to subscribe one ordinary share

of the Company at a unit price of €11.875 including share premium. Said warrants shall be paid for solely by

being offset against a liquid and payable debt due by the Company to Quintiles.

One warrant will give Quintiles the right to subscribe the number of shares allowing Quintiles to achieve a

15% shareholding of the Company's fully diluted share capital at a unit price of €11.875 including share

premium. This warrant shall be solely exercisable once the total of 1,145,196 warrants already mentioned

have been exercised, assuming that such prior subscriptions have not enabled Quintiles to achieve a 15%

shareholding of the Company's fully diluted share capital. This share subscription shall be solely paid for by

being offset against a liquid and payable debt due by the Company to Quintiles.

On April 21, 2016, an agreement was signed between MEDIAN Technologies and Quintiles, with retroactive effect

January 1, 2016, as indicated in the 5th and 6th paragraph of Note 1.2:

This agreement renders supersedes the 2012 share warrants and the share warrant adjustment.

According to IFRS 2, the accumulated amount of Quintiles IFRS 2 costs on December 31, 2015 of which €452,357 was

maintained in capital.

P a g e | - 21 -


EMPLOYEE BENEFITS LIABILITIES

1 – DEFINED BENEFIT PENSION PLAN

Employee benefits are entirely composed of post-employment benefits.

In France, the Company makes contributions to the national pension plan and its commitments to employees in

terms of retirement are limited to a lump sum based on seniority which is paid as soon as the employee reaches

retirement age. This retirement benefit is determined for each employee according to seniority and anticipated final

salary. A provision is made for the obligation under the defined benefit plan. No hedging assets have been established

by the Company for the defined benefit plan.

Amounts recognized in the statement of financial position for defined benefit obligations are as follows:

a) Changes in accrued liabilities in the statement of financial position

Variations of these commitments may be broken down as follows:

b) Actuarial assumptions

The main actuarial assumptions are as follows:

Provision for employee benefits 508 367 141

Total 508 367 141

Variation06/30/2016 12/31/2015Employee benefits

(In thousands of euros)

Provision à l'ouverture 367 334 Cout des services 27 44

Coût d'interêts 7 6

Charges de l'exercice 34 50 Prestations versées - -

Ecarts actuariels (gains) / pertes 107 (17)

Provision à la clôture 508 367

Engagements de retraite

(En milliers d'euros)30/06/2016 31/12/2015

Discount rate 1.05% 2.03%

Inflation rate 2.00% 2.00%

Salary increase rate 0.50% 2.50%

Social security costs 46% 46%

Mortality table INSEE T68-FM

2008-2010

INSEE T68-FM

2004-2006

Retirement agesBetween 62 and

67 years

Between 62 and

67 years

Basis of retirementVoluntary

retirement

Voluntary

retirement

Employee benefits

(Actuarial assumptions)06/30/2016 12/31/2015

P a g e | - 22 -


A sensitivity analysis was performed on the plan and the key assumption of the discount rate. Application of a rate

change to the plan's current year would have the following impact on the Group's gross commitment under the

defined benefit pension plan:

2 – DEFINED CONTRIBUTION PENSION PLAN

In the USA, the subsidiary MEDIAN Inc. contributes to a defined contribution plan which limits its commitment to its

contributions. The expenses recognized in half-year 2016 were not material.

LONG AND SHORT-TERM FINANCIAL DEBT

At June 30, 2016, long and short term financial debts are as follow:

Long and short term financial liabilities consist primarily of:

Actuarial debt at 0,80% on June 30, 2016 536



Estimation duration (years) 22

Sensitivity to the discount rate

(In thousands of euros)Total

Long-term financial debt - 314 (314)

Short-term financial debt 990 1,116 (126)

Total 990 1,430 (440)

12/31/2015 VariationFinancial debts


OSEO advances - 100 (100)

Participating loan - - -

COFACE advances - 214 (214)

Total - 314 (314)

Long-term financial debt


OSEO advances 756 756 -

Participating loan 20 58 (38)

COFACE advances 214 302 (88)

Total 990 1,116 (126)

12/31/2015 VariationCourt-term financial debt


P a g e | - 23 -


a) OSEO Advances :

As part of its participation in the innovation project, the MEDIAN Group received three repayable advances from

OSEO in 2009 totaling a maximum of €2,875k. The balance of advances at June 30, 2016 is €756k.

Repayments were planned on anticipated payment schedules when the contracts for the LESIO I and LESIO II projects

were signed.

The advance was granted free of consideration.

Pursuant to the exemption provided by IFRS 1 - "First Time Adoption of IFRS" (since the transition to IFRS was at

January 1, 2013), these advances have not been subdivided into a "grant" for the part corresponding to the advance

payment obtained free of charge, and "financial debt".

The amount of the advance repayable in less than one year is classified in current financial liabilities for an amount

of €756k at June 30, 2016. The Group repaid €100k during the first half of 2016. It did not receive other subsidies.

b) Participating loan:

Sofired took out a participating loan of €350k on August 9, 2011. It has the following characteristics:

The loan is for a period of 5 years starting from August 11, 2011;

The sum lent bears interest at a rate of 5% calculated on the outstanding principal;

The loan yield is indexed to the Company's results. This applies only from the 4th year of the loan until final

repayment. It is effective only to the extent that it has been decided that profits for the year will be

distributed.

At June 30, 2016, capital outstanding amounts to €20k and is classified as a current liability.

The Group repaid €39k during the first half of 2016.

c) COFACE Advances :

The COFACE advance represents advanced compensation granted by COFACE under a marketing insurance contract

signed in March 2009. Reimbursements of 14% of the total export revenue for the year, in the area covered by the

contract (henceforth "exports to all countries"), are made at the end of each of the six years of amortization as of

October 1, 2010.

Pursuant to the exemption provided by IFRS 1 - "First Time Adoption of IFRS", these advances have not been

subdivided into "grant" for the part corresponding to the advance payment obtained free of charge, and "financial

debt".

At June 30, 2016, this advance amounts to €214k, all at less than one year. The Group repaid €301k during the first

half of 2016.

P a g e | - 24 -


DEFERRED TAX LIABILITIES

Net deferred taxes are as follows:

(1) A deferred tax liability was recognized on the provision recorded in the Company's financial statements in

respect of advances granted by the Company to its subsidiary. The provision for these advances has been

deducted for tax purposes in the financial statements. These advances amounted to €4,360k on June 30, 2016

(€4,374k at December 31, 2015).

(2) On June 30, 2016, an active deferred tax on deficits to be carried forward of €893k (€896k on December 31, 2015 and €893k on June 30, 2015) was recorded in passive deferred taxes taking into account that in France, the allocation of tax losses is capped at 50% of taxable income for the year. Since this limitation is applicable to the portion of the profits in excess of €1m, the Group did not activate the entire amount of tax deficits that may be carried forward indefinitely in France. On June 30, 2016, the balance of these tax deficits not activated amounts to €51,252k (€51,245k at December 31, 2015).

(3) Since deferred tax assets and liabilities are only recognized by the Company, deferred tax assets and liabilities

have been offset.

Deferred tax variations consist of the following:

Deferred taxes in the result and in comprehensive income (OCI) thus consist of the following:

- charges temporarily non-deductible - - -

- tax losses carried forward (2) 893 896 (3)

- consolidation adjustments of the following:

. Retirement and pension 169 122 47

. Intragroup provisions (1) (1,453) (1,458) 5

. Miscellaneous - - -

Total (3) (391) (440) 49

Origin of deferred tax - net


Deffered tax - net

(In thousands of euros)06/30/2016 12/31/2015

Opening balance (440) (437)

Deferred tax expense in profit or loss 14 3

Tax expense deferred in other comprehensive income items 36 -6

Closing balance (391) (440)

Net result OCI Net result OCI

- charges temporarily non-deductible - - - -

- tax losses carried forward (2) (2) - 12 -

- consolidation adjustments of the following:

. Retirement and pension 11 36 16 (6)

. Intragroup provisions (1) 5 - (24) -

. Miscellaneous - - (1) -

Total 14 36 3 (6)

06/30/2016 12/31/2015Deferred tax - net


P a g e | - 25 -


TRADE AND OTHER PAYABLES

The breakdown by type is as follows:

All supplier debts and other debts fall due within one year.

(1) The increase of the debts to suppliers on June 30, 2016 in comparison with the balance of debts to suppliers

on December 31, 2015 is mainly attributable to the increase of the volume of activity during the H1 2016.

(2) Staff cost liabilities concern salaries, social security costs and reserves for paid leaves.

(3) The advances received from the customers within less than one year correspond to the advances paid at

the signature of contracts ("initial payment"). The functioning of these received advances is described in the

Note 14 below. The increase of the balance of these advances on June 30, 2016 over December 31, 2015 is

mainly attributable to the increase of the order book and the contracts signed by the Group in the first half

of 2016.

OTHER NON-CURRENT LIABILITIES

At June 30, 2016, the non-current other liabilities are as follows:

Non-current other liabilities correspond to the advances received from the customers in the beginning of contract

for the activity "Clinical trials". These advances are charged on the customer invoicing with the same rhythm as the

progress of the services provided and recognized by sales. They are refundable in the event the clinical trial is

stopped.

The amount of these advances at June 30, 2016 amounts to €3,676k, with the share at less than one year of these

advances classified in the section on "Trade and other Payables" and amounts to €2,299k (Note 13). Prior to

December 31, 2015, these advances were recorded in revenue and presented at the end of the fiscal year in deferred

income according to the degree of completion of the contract.

Supplier accounts payable (1) 1,111 841 270

Supplier account payable on assets - 132 (132)

Tax liabilities 153 24 129

Social security liabilities (2) 1,160 1,243 (83)

Deferred income 85 91 (6)

Short-term payment advances received by customer's (3) 2,299 1,175 1,124

Other payables - 76 (76)

Total 4,808 3,582 1,226

12/31/2015 VariationTrade and others payables


Long-term payment advances received by customer's 1,377 1,454 (77)

Total 1,377 1,454 (77)

Non-current other liabilities


P a g e | - 26 -


REVENUE

1 – REVENUE BY GEOGRAPHICAL AREA AND NATURE OF PRODUCTS

Geographical areas are broken down by region as follows:

To date, no single laboratory accounts for a significant share of revenue and recurring business.

Group revenue at June 30, 2016 came in at €2,910k over €1,541k for the previous fiscal year, a 102.64% increase. The Company is pursuing its development efforts and mainly the marketing of its solutions and services to pharmaceutical groups as part of clinical trials. This activity is now MEDIAN Technologies’ core business of. The company also works within the framework of the "clinical routine" by supplying its solutions software to institutions such as hospitals, anti-cancer and clinical centers.

STAFF COSTS

Staff costs are broken down as follows:

The research tax credit is a government grant based on expenses incurred research and development efforts.

Expenses incurred by the Group in this area which are eligible for the research tax credit are primarily staff costs,

which explains the recording of the research tax credit in staff costs.

Research & Development expenses eligible for the research tax credit amounted to €1,411k in H1 2016 and €1,364k

in H1 2015.

France Export Total France Export TotalServices 148 2,748 2,896 155 1,275 1,430 1,466

Sale of licenses - - - 1 - 1 (1)

Sale of goods - 14 14 5 - 5 9

Total 148 2,762 2,910 161 1,275 1,436 1,474

Revenue


06/30/2016 06/30/2015Variation

France 148

USA/Canada 1,036

EU 1,580

Other areas 147

Total 2,910

Revenue split by geographic areas


Salaries 3,081 2,229 852

Social security costs 1,123 879 244

Research tax credit (423) (504) 81

Share-based payments 17 2 7 (5)

Employee benefits 10 27 22 5

Total 3,810 2,632 1,177

Average employee numbers 76 49 27

Staff costs

(In thousands of euros)06/30/2016 06/30/2015 VariationNotes

P a g e | - 27 -


SHARE-BASED PAYMENT

On June 30th, 2016 share-based payment agreements in the Group and ongoing are as follows:

stock option programs;

Founder’s share warrants (BSPCE).

These agreements are all settled in the Group's own equity securities.

As the Founder’s share warrants were allocated well before the IFRS transition date (January 1, 2013), their allocation

had no impact on results in 2015 and 2016.

Further to the cancellation of the payment plan based on shares with the Quintiles suppliers, as indicated in Note

9.3, there is no impact of the expense on the H1 2016.

The residual charge corresponds mainly to share option plans as described in Note 17.1 below.

1 – SHARE OPTION PROGRAM

On April 1, 2011 and April 5, 2012, the Group implemented share option programs, giving the Group's key

management and employees the right to acquire Group shares. In both General Meetings, the Board was authorized

to allocate a maximum of 300,000 options to Group MEDIAN executives and employees. The main characteristics

and conditions relating to awards under these programs are:

The expense recognized in respect of share options amounts to €2k for H1 2016 and €6k for the H1 2015.

The movements in stock options which occurred over H1 2016 are presented in Note 9.3.

Plan no. Grant datePersonnel

involved

Number of

options

Vesting

conditions

Contractual

life of the

options

Plan n°1December 15,

2011

Senior

management60,000

3 years of

service 7 years

Plan n°2 July 5, 2012 employees 15,0003 years of

service 7 years

Plan n°3February 5,

2012employees 23,970

4 years of

service 7 years

Plan n°4 October 3, 2013Senior

management10,000

4 years of

service 7 years

107,970Total

P a g e | - 28 -


EXTERNAL COSTS

External costs are broken down as follows:

External costs at June 30, 2016 amount to €2,560k against €1,268k at June 30, 2015. This variation of costs of €1,292k

results from the following:

The increase of subcontracting costs of €358k on the pharmaceutical projects, primarily in connection with

business development;

Increased rental costs of €155k over the period related to the extension at the end of 2015 of the offices in

Valbonne, but also to the implementation of new offices in the United States, to Woburn for the

development of the subsidiary and our US businesses;

Increased fees for an amount of €359k primarily due to recruitment over the period, as well as to the various

legal, fiscal, accounting and labor law departments used developing our services in France and

internationally;

An increase in other external costs (Insurances, advertising, travel, banking services, etc.) in parallel with the

Group rapid development.

FINANCIAL INCOME

Financial income is broken down as follows:

Subcontracting 624 266 358

Rental and lease expenses 264 109 155

Repairs and maintenance 49 32 17

Insurance premiums 31 11 20

External services - various 279 75 204

External staff - 10 (10)

Intermediate and fees 760 401 359

Advertisement 97 55 42

Transport 33 24 9

Travel, assignments and entertainment 292 204 88

Postal & telecommunications expenses 44 28 16

Banking services 21 11 10

Other services - various 14 3 11

Other operating expenses 53 39 14

Total 2,560 1,268 1,293

External costs


Interest and financial charges paid (9) (9) -

Loss on investments (7) (3) (4)

Cost of net financial debt (17) (12) (5)

Exchange Loss (85) (52) (33)

Other financial charges (85) (52) (33)

Exchange Gain 25 73 (48)

Other Investment income 40 76 (36)

Other Investment income 65 150 (85)

Total financial result (37) 86 (123)

Net financial result


P a g e | - 29 -


TAX ON PROFIT OR LOSS

Tax on profit or loss is as follow:

EARNINGS PER SHARE

The number of shares used for the calculation of earnings per share is the weighted average number of ordinary

shares outstanding during the year less the treasury shares.

Potentially dilutive securities are described in Note 9.3. During the financial periods presented, instruments giving

deferred access to capital (Founder’s share warrants, warrants, etc.) are considered to be anti-dilutive because they

lead to a reduction in loss per share. Diluted earnings per share are, therefore, identical to basic earnings per share.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

1 – RENTALS

The Group is a tenant of its headquarters in Valbonne and Woburn. It has a 2 new rental agreements for these sites:

Valbonne: The lease is for a 9-year period ending no later than 15 October 2024. The lease is a commercial

lease and may be terminated every three years from the effective date of the lease, i.e. October 16, 2015.

Woburn: The lease is for a 3-year period ending no later than April 30,, 2019. The effective date of the lease

is May 1, 2016.

At June 30, 2016, the total amount of the future minimum payments under this operating lease (non-cancellable

period) is as follows:

Payable tax - France - - -

Payable tax - Abroad - 7 (7)

Deferred taxes - net (14) 1 (15)

Total (14) 8 (22)

Tax on profit or loss


Weighted average number of ordinary shares outstanding 10,067,313 8,256,671 1,810,642

Treasury shares (18,833) (20,066) 1,233

Total shares 10,048,480 8,236,605 1,811,875

Number of potential shares 11,614,379 11,144,307 470,072

Net result (3,657) (2,475) (1,182)

Earnings per share (en euros) -0.36 -0.30 (0)

Net result per share


within one year 295 229 66

between one and five years 418 409 9

Total 713 638 75

06/30/2015 VariationRentals


P a g e | - 30 -


2 – CONTINGENT ASSETS AND LIABILITIES

Software operating licenses and patents

Under the provision of licensing contracts with the University of Chicago, the Group owes the University the following

amounts which are still unrecorded at June 30, 2016:

Royalties of 1% of the revenue that the Group realizes from the CAD-Lung software after June 30, 2016. It

should be noted that the agreement provides that the Group shall, under all circumstances, pay the

University of Chicago a minimum of $15k in royalties for each calendar year from 2014 onwards (allocated

in the statement of financial position at June 30, 2016).

$45k when the Group has obtained the necessary administrative approval for marketing the CAD-Colon

software either in the United States, Japan, or Europe, as well as $30k when cumulative sales of the CAD-

Colon software have exceeded $1,000k. Note that the Company decided to cease marketing the CAD-Colon

software in early 2009.

Royalties of 1.5-2.0% of future revenue that the Group realizes on the CAD-Colon software after June 30,

2016. It should be noted that the agreement provides that the Company shall, under all circumstances, pay

the University of Chicago a minimum of $15k in royalties each calendar year from 2014 onwards. Note that

the Group decided to cease marketing the CAD-Colon software and, in agreement with the University of

Chicago, this commitment will not apply as long as the Group does not resume marketing.

RELATED PARTY TRANSACTIONS

Compensation of Senior Directors

The senior directors are members of the Company's Board of Directors. Compensation paid or payable to senior

directors is as follows:

The Group has no other transactions with senior directors. The Group has no related parties other than members of

the Board of Directors.

DIVIDENDS

The Group paid no dividends during H1 2016 or for the fiscal year ended December 31, 2015.

Wages and salaries (including social security contributions) 537 226 311

Wages and salariesto be paid (including social security

contributions)68 398 (330)

Share-based payments - - -

Pension obligations 37 31 6

Director’s fees 25 25 -

Total 667 680 -13

Remuneration of senior directors


P a g e | - 31 -


5. DECLARATION BY THE PERSON RESPONSIBLE FOR THE CONSOLIDATED FINANCIAL STATEMENT

PERIOD FROM JANUARY 1, TO JUNE 30, 2016

I hereby declare, to the best of my knowledge that the consolidated half-year financial statements for the previous period have been prepared in accordance with applicable accounting standards and provide a true and fair view of the Group’s assets, financial position and financial performance (Company and affiliated companies included in the consolidated financial statements), and that the half-year management report includes a fair review of important events that occurred during the first half year and their impact on the financial statements, as well as the main transactions between related parties.

Signed in Valbonne, October 6, 2016

Chairman

MEDIAN Technologies

Fredrik Brag

half-year financial report june 30, 2016€¦ · p a g e | -5 - half-year financial report, june...

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